Form 8-K Sixth Street Specialty For: May 14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

 

Sixth Street Specialty Lending, Inc.

(Exact name of registrant as specified in charter)

 

 

()

(Registrant’s telephone number, including area code)

None

(Former Name or former address, if changed since last report)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 - Entry into a Material Definitive Agreement

On May 14, 2026, Sixth Street Specialty Lending, Inc. (the “Company”) and U.S. Bank Trust Company, National Association (the “Trustee”), entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture, dated as of January 16, 2024, between the Company and the Trustee (the “Base Indenture”; and together with the Third Supplemental Indenture, the “Indenture”), relating to the Company’s issuance, offer and sale of $300,000,000 aggregate principal amount of its 5.650% notes due 2031 (the “Notes”).

The Notes will mature on August 15, 2031 and may be redeemed in whole or in part at the Company’s option at any time at the redemption prices set forth in the Third Supplemental Indenture. The Notes bear interest at a rate of 5.650% per year payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2027. The Notes are direct unsecured obligations of the Company.

The Company expects to use the net proceeds of this offering to pay down debt under its revolving credit facility and for general corporate purposes, including making new investments in accordance with the Company’s investment objective and strategies. The Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Fitch Ratings, Inc., Moody’s Investor Service and S&P Global Ratings), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase.

The Notes were offered and sold pursuant to the Registration Statement on Form (File the preliminary prospectus supplement filed with the Securities and Exchange Commission on May 7, 2026 and the pricing term sheet filed with the Securities and Exchange Commission on May 7, 2026. The transaction closed on May 14, 2026.

The foregoing descriptions of the Base Indenture, Third Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Third Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation Under an Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Form is incorporated herein by reference.

Item 8.01 - Financial Statements and Exhibits

On May 7, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Sixth Street Specialty Lending Advisers, LLC, (the “Adviser”) and BofA Securities, Inc., as representative of the several underwriters named in Schedule 1 thereto (the “Underwriters”), in connection with the issuance and sale of $300,000,000 aggregate principal amount of the Company’s 5.650% Notes due 2031 (the “Offering”).

The Offering was made pursuant to the Company’s effective shelf registration statement on Form (Registration previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated May 7, 2026, and a final prospectus supplement dated May 7, 2026.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits:

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.